Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4819
June 3, 2021
To Our Shareholders:
Kaoru Hayashi, Representative Director

Digital Garage, Inc.
3-5-7 Ebisu Minami, Shibuya-ku, Tokyo

Notice of the 26th Ordinary Shareholders’ General Meeting
We are pleased to announce the 26th Ordinary Shareholders’ General Meeting of Digital Garage, Inc. (the“Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights by either ofthe following methods. Please review the attached Reference Documents for the Shareholders’ General
Meeting and exercise your voting rights.
[Exercising your voting rights in writing]
Please indicate your approval or disapproval for each proposal on the enclosed voting card, and post it soas to arrive no later than 6:30 p.m. on Tuesday, June 22, 2021 (JST).
[Exercising your voting rights on the Internet]
Please access to the Website for Exercising Voting Rights designated by the Company(https://www.web54.net) and enter your approval or disapproval for each proposal to exercise your voting
rights by no later than 6:30 p.m. on Tuesday, June 22, 2021 (JST).

1The Company’s measures at the 26th Ordinary Shareholders’ General Meeting to prevent the spreadof novel coronavirus disease (COVID-19) are as outlined below. We ask for the cooperation andunderstanding of all shareholders.
<The Company’s responses>The officials and staff at the meeting will have their temperatures checked and be wearing face masks.
Face masks and alcohol-based sanitiser will be available near the venue reception.
To prevent infection within the venue, the spaces between seats will be increased and the number ofseats will be less than usual.
For the safety of all shareholders attending the meeting, you will be asked to have your temperatures
checked by the meeting staff before entering the venue. (Two temperature checks: when arriving at
reception and before entering the venue for the meeting)<Requests for Shareholders>
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Please exercise your voting right prior to the meeting in writing (and return the voting card by post)
or via the internet.
We recommend that you refrain from attending regardless of health conditions, giving top priority
to the health and safety of shareholders.
In particular, we strongly recommend that you refrain from attending if you are elderly, have an
underlying disease or are pregnant.
Please be aware that meeting staff may ask shareholders attending who look unwell to refrain fromentering the meeting.
Please note in advance that by conducting proceedings in a smooth, brief manner, the meeting is
expected to run for a shorter time than usual.

If there are any significant changes in the arrangements or the venue for the Shareholders’ General Meeting,depending on the future situation, we will publish the information as it becomes available on the Company’s
website (https://www.garage.co.jp/ja/ir/).

2

1. Date and Time:

Wednesday, June 23, 2021, at 10:00 a.m. (Reception starts at 9:30 a.m.)

2. Venue:

Dragon Gate (DG’s conference hall) 18F Shibuya PARCO DG Building
15-1 Udagawa-cho, Shibuya-ku, Tokyo(The number of seats that we can provide is limited because we will need tospace them out to help prevent the spread of COVID-19. As a result, it is possiblethat not everyone who comes to the meeting will be able to enter the venue. We
appreciate your understanding.)

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 26th
fiscal year (from April 1, 2020 to March 31, 2021), and the results of audits of
the Consolidated Financial Statements by the Financial Auditor and the Audit
and Supervisory Committee
2. The Non-consolidated Financial Statements for the 26th fiscal year (from April
1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1: Dividends of Surplus
Proposal No. 2: Election of Eight (8) Directors who are not Audit and Supervisory Committee
Members

When you attend the meeting, you are kindly requested to present the enclosed voting card at the reception.
If any changes are made to items in the reference documents for the shareholders’ general meeting and the business report, or
to consolidated financial statements and non-consolidated financial statements, such changes will be posted on the Company’s
website.
The Company’s website: https://www.garage.co.jp/ja/ir/

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Reference Documents for the Shareholders’ General Meeting
Proposals and Reference Information
Proposal No. 1: Dividends of Surplus
The Company views shareholder returns as one of its principal management concerns. Decisions about
dividends are based on considerations of factors such as financial condition, business performance outlook
and future funding needs.
The Company will work to increase capital efficiency through various investments that contribute toincreasing corporate value, business alliances and other means while ensuring financial soundness going
forward, and maintain stable dividends.
The Company, taking into account factors such as operating results for the fiscal year under review andfuture business development, proposes to pay dividends of surplus (year-end dividends) for the 26th fiscal
year as follows:
Year-end dividends
Type of dividend property:

CashAllotment of dividend property and aggregate amount ¥32 per common share of the Company
thereof:¥1,474,503,680 in total
Effective date of dividends of surplus:

Thursday, June 24, 2021

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Proposal No. 2: Election of Eight (8) Directors who are not Audit and Supervisory Committee Members
At the conclusion of this meeting, the terms of office of all nine (9) Directors who are not Audit andSupervisory Committee Members of the Company will expire. At this juncture, the Company proposes toelect eight (8) Directors who are not Audit and Supervisory Committee Members.
It is the policy of the Company to select suitable people who have outstanding personalities and insight inaddition to the knowledge and experience to execute the business of the Company accurately, fairly andefficiently as candidates for Directors (excluding Audit and Supervisory Committee Members and Outside
Directors). In addition, it is the policy of the Company to select suitable people who have outstanding
personalities and insight, and are able to provide advice regarding overall management based on their own
knowledge, as well as appropriately represent the views of minority shareholders and other stakeholders at
the Board of Directors from an independent standpoint as Outside Directors who are not Audit andSupervisory Members. Based on these policies, the President Executive Officer proposed candidates andreports were received from the Nomination and Remuneration Advisory Committee, over half of whose
members were independent Outside Directors, regarding whether the candidates were appropriate. After this,the candidates were approved by the Board of Directors.
The candidates for Directors who are not Audit and Supervisory Committee Members are as follows:
No.

Name

Present position in the Company

1

Kaoru Hayashi

Reelection

Representative Director, President Executive Officer andGroup CEO2

Makoto Soda

Reelection

Director, Senior Managing Executive Officer

3

Keizo Odori

Reelection

Director, Senior Managing Executive Officer

4Masashi Tanaka

Reelection

Director, Senior Executive Officer

5Masahito Okuma

Reelection

Director, Senior Executive Officer

6

Hiroshi Shino

Reelection

Director, Senior Executive Officer

7

Joichi Ito

Reelection

Director

8

Emi Omura

Reelection
OutsideIndependent

Outside Director

5Candidate
No.

Name (Date of birth)

Kaoru Hayashi(December 26, 1959)

1
Reelection

Number of the Company’s
Shares Owned:
6,830,300 shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1983

Representative Director, From Garage, Inc.

Aug. 1995

Founded the Company
Representative Director, the Company

Dec. 1996

Representative Director, K Garage, Inc. (now Representative
Partner, K Garage, G.K.) (current position)

June 2003

Chairman and Director, Kakaku.com, Inc. (current position)

Nov. 2004

Representative Director, President and Group CEO, theCompany

Oct. 2013

Director and Chairman, VeriTrans Inc. (now DG Financial
Technology, Inc.) (current position)

Oct. 2013

Director and Chairman, ECONTEXT, INC. (current position)

Oct. 2015

Director President & Chairman, econtext Asia Limited (current
position)

July 2016

Director Chairman & CEO, Digital Garage US, Inc. (current
position)

July 2016

Director, DG Daiwa Ventures, Inc. (current position)

Sept. 2016

Representative Director, Chairman and CEO, BI. Garage, Inc.
(current position)

Sept. 2016

Representative Director, President Executive Officer andGroup CEO, the Company (current position)

May 2017

Representative Director and Chairman & President, DG
Incubation, Inc. (now DG Ventures, Inc.) (current position)

Aug. 2018

Representative Director and Chairman, DG Communications
Co., Ltd. (current position)

Sept. 2018

Director, Crypto Garage, Inc. (current position)

Jan. 2021

Director, DG Incubation, Inc. (current position)

Reason for the nomination as candidate for Director
Having paid particular attention to the potential of the Internet service in Japan from its predawn era, Kaoru
Hayashi, as founding business manager of the Company, has created new Internet businesses since founding
the Company in 1995. In addition, he has driven the Group business management and contributed to
expansion of the business, leveraging his wealth of insights about overall Internet business. The Company
therefore expects him to continue appropriately overseeing business operation of the Company and driving its
medium- to long-term growth strategy, and nominated him as a candidate for Director.

6

Candidate
No.

Name (Date of birth)

Makoto Soda
(June 30, 1963)
Number of the Company’s
Shares Owned:
20,200 shares
2
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
June 1994

Joined Dresdner Kleinwort Benson Securities, Ltd.

June 1997

Joined Daiwa Institute of Research Ltd.

Apr. 2000

Joined Monex Securities Inc.

Mar. 2007

Joined the Company
Executive Officer, in charge of the Corporate Strategy Division

June 2009

Director, DG Incubation, Inc. (now DG Ventures, Inc.) (current
position)

Sept. 2009

Director, Head of Group CEO Office, the Company

Jan. 2012

Director, in charge of the Corporate Strategy Division, theCompany

Sept. 2016

Director, Senior Executive Officer, in charge of the Corporate
Strategy Division, and in charge of the Media Incubation
Segment, the Company

June 2017

Director, econtext Asia Limited (current position)

Apr. 2019

Director, Senior Executive Officer, in charge of the Corporate
Strategy Division, and in charge of the Long-term Incubation
Segment, the Company

June 2019

Director, Senior Executive Officer, and in charge of the
Corporate Strategy Division, the Company

Apr. 2020

Director, Senior Managing Executive Officer, and in charge of
the Corporate Strategy Division, the Company (current
position)

Reason for the nomination as candidate for Director
Since joining the Company, Makoto Soda has been engaged in primarily corporate planning, finance, andinvestor relations, in his capacities as Director in charge of the Corporate Strategy Division and directors of
the Group companies. In addition, he has contributed to strengthening of the financial base and expansion of
the Group through M&As by reflecting his wealth of experience and expertise in overall business
management and financial matters. The Company therefore expects him to continue appropriately overseeing
business operation of the Company and driving its medium- to long-term growth strategy, and nominated him
as a candidate for Director.

7

Candidate
No.

Name (Date of birth)

Keizo Odori(May 10, 1970)
Number of the Company’s
Shares Owned:
11,800 shares
3
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 2000

Joined Faith, Inc.

June 2005

Director, Faith, Inc.

Sept. 2010

Director, the Company

Apr. 2012

Director, VeriTrans Inc. (now DG Financial Technology, Inc.)(current position)

Sept. 2012

Director and in charge of the Payment Segment (now the
Financial Technology Segment), the Company

Sept. 2012

Director, econtext Asia Limited (current position)

Oct. 2013

Representative Director and President, ECONTEXT, INC.
(current position)

Oct. 2015

Director, iRidge, Inc.

Sept. 2016

Director, DG Technologies, Inc. (current position)

June 2017

Representative Director and President, DK Gate, Inc. (current
position)

June 2018

Director, DG MARKETING DESIGN, Inc. (now Qoil, Inc.)

Oct. 2018

Director, Senior Executive Officer, in charge of the Financial
Technology Segment, and in charge of the MarketingTechnology Segment, the Company

Jan. 2019

Director, TD Payment Corporation (current position)

Feb. 2019

Director, CyberBuzz, Inc. (current position)

June 2019

Director, DG Daiwa Ventures, Inc. (current position)

Mar. 2020

Director, BI. Garage, Inc. (current position)

Apr. 2020

Director, Senior Managing Executive Officer, in charge of theMarketing Technology Segment, and in charge of the Longterm Incubation Segment, the Company

June 2020

Director, Crypto Garage, Inc. (current position)

Apr. 2021

Director, Senior Managing Executive Officer, in charge of theMarketing Technology Segment and the Long-term Incubation
Segment, Co-Head of the Group CEO Division, the Company(current position)

Reason for the nomination as candidate for Director
Since joining the Company, Keizo Odori has been engaged primarily in the online settlement business, in his
capacities as Director in charge of the Financial Technology Segment, in charge of the Marketing Technology
Segment, and directors of the Group companies. In addition, he has contributed to growth of the business bystrengthening the revenue base, managing the operation and implementing reorganization, by reflecting his
wealth of experience in operational management. The Company therefore expects him to continue
appropriately overseeing business operation of the Company and driving its medium- to long-term growthstrategy, and nominated him as a candidate for Director.

8

Candidate
No.

Name (Date of birth)

Masashi Tanaka(October 27, 1975)
Number of the Company’s
Shares Owned:
21,900 shares
4

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1998

Joined Nippon Information and Communication Corporation

Aug. 2001

Joined the Company

July 2006

Director, DG&Ibex Company

Oct. 2008

Senior Operating Officer, Executive Vice President of
DG&Ibex Company, a member of the Group CEO Office, andDirector of econtext Company, the Company

Jan. 2011

Senior Operating Officer, Head of Hybrid Solution Planning
Office, Executive Vice President of DG&Ibex Company, andExecutive Vice President of econtext Company, the Company

Apr. 2012

Director, VeriTrans Inc. (now DG Financial Technology, Inc.)

Apr. 2012

Director, NaviPlus Co., Ltd.

Sept. 2012

Director, Head of Corporate Strategy Division, and Executive
Vice President of DG&Ibex Company, the Company

July 2015

Director, Head of Corporate Strategy Division, Head ofGeneral Affairs Department, in charge of the Media Incubation
Segment, and Executive Vice President of MarketingTechnology Company, the Company

July 2016

Director, in charge of DG Lab, Head of Corporate Strategy
Division, Head of General Affairs Department, and in chargeof the Media Incubation Segment, the Company

Sept. 2016

Representative Director, DG Technologies, Inc. (current
position)

Apr. 2017

Director, Senior Executive Officer, in charge of DG Lab, incharge of the Incubation Technology Segment, and Head ofCorporate Strategy Division, the Company

May 2017

Director, Vice President and COO, DG Incubation, Inc. (nowDG Ventures, Inc.)

June 2017

Director, DK Gate, Inc. (current position)

May 2018

Director, Senior Executive Officer, in charge of DG Lab, incharge of the Incubation Technology Segment, and in chargeof the Group CEO Division, the Company

Sept. 2018

Director, Crypto Garage, Inc.

June 2019

Director, Senior Executive Officer, in charge of DG Lab, incharge of the Incubation Technology Segment, and Executive
Director of the Group CEO Division, the Company

Dec. 2019

Director, Digital Garage US, Inc. (current position)

Apr. 2020

Director, Senior Executive Officer, and in charge of the
Incubation Technology Segment, the Company

Jan. 2021

Representative Director, President, DG Incubation, Inc.
(current position)

Apr. 2021

Director, DG Ventures, Inc. (current position)

Apr. 2021

Director, Senior Executive Officer, and in charge of Group
Data Strategy and Open Network Lab, Co-Head of Group Data
Strategy Department, Group CEO Division, the Company(current position)

Reelection

Reason for the nomination as candidate for Director
Since joining the Company, Masashi Tanaka has been engaged primarily in the marketing business andbusiness administration of the overall Group, in his capacities as directors of the Group companies and Headof Corporate Strategy Division. In addition, he has contributed to business expansion of the Group andefficiency improvement of the business management based on his in-depth understanding on the overall
Group business operation. The Company therefore expects him to continue appropriately overseeing business
operation of the Company and driving its medium- to long-term growth strategy, and nominated him as a
candidate for Director.

9Candidate
No.

Name (Date of birth)

Masahito Okuma(October 24, 1975)
Number of the Company’s
Shares Owned:
1,900 shares
5
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1999

Joined Mitsubishi Corporation

Mar. 2011

Joined FAST RETAILING CO., LTD.

Dec. 2015

Vice President, UNIQLO USA LLC

Nov. 2016

Joined the Company

Apr. 2017

Corporate Officer and COO of DG Lab, the Company

May 2017

Director, DG Incubation, Inc. (now DG Ventures, Inc.)

Dec. 2017

Director COO, Digital Garage US, Inc. (current position)

Apr. 2018

Senior Corporate Officer and COO of DG Lab, the Company

May 2018

Senior Corporate Officer, COO of DG Lab, Head of GroupCEO Division, and Head of Business Innovation Department,Group CEO Division, the Company

June 2018

Director, Senior Executive Officer, COO of DG Lab, Head ofGroup CEO Division, and Head of Business Innovation
Department, Group CEO Division, the Company

Sept. 2018

Representative Director, Crypto Garage, Inc.

Dec. 2018

Director, Senior Executive Officer, COO of DG Lab, and Headof Group CEO Division, the Company

Apr. 2019

Representative Director and CEO, Crypto Garage, Inc. (current
position)

June 2019

Representative Director, DG Daiwa Ventures, Inc. (current
position)

June 2019

Director, Senior Executive Officer, in charge of the GroupCEO Division, Head of the Group CEO Division, in charge of
the Long-term Incubation Segment, and COO of DG Lab, theCompany

Aug. 2019

Director, Dentsu ScienceJam Inc. (current position)

Nov. 2019

Representative Director and President, BrainscanTechnologies,
Inc. (current position)

Apr. 2020

Director, Senior Executive Officer, in charge of DG Lab
Division, and in charge of other related business, the Company

Jan. 2021

Director, DG Incubation, Inc. (current position)

Apr. 2021

Director, Vice President and COO, DG Ventures, Inc. (current
position)

Apr. 2021

Director, Senior Executive Officer, in charge of the Incubation
Technology Segment, in charge of DG Lab, and in charge of
Global Business, Co-Head of Group CEO Division, and Headof Digital Health Department, the Company (current position)

Reason for the nomination as candidate for Director
Masahito Okuma joined the Company after working at a major general trading company and a major apparelmaker. Since then, taking advantage of his previous experience at business corporations, he has put effort into
not only the development of next-generation business but also global alliances, mainly while in charge of DG
Lab, an R&D organization. The Company therefore believes that he will continuously promote the appropriate
supervision of its business operations, the development of new business, and global alliances, and that he willcontribute to improving value over the medium- to long-term. Accordingly, the Company nominated him as a
candidate for Director.

10Candidate
No.

Name (Date of birth)

Hiroshi Shino(July 24, 1976)
Number of the Company’s
Shares Owned:
3,800 shares
6
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 2000

Joined Softbank Finance Corporation

Nov. 2011

Director and Executive Officer, VeriTrans Inc. (now DG
Financial Technology, Inc.)

Apr. 2013

Representative Director, Executive Officer and CEO, NaviPlus
Co., Ltd. (current position)

Oct. 2013

Director, Executive Officer and COO, VeriTrans Inc. (now DG
Financial Technology, Inc.)

July 2015

Corporate Officer, the Company

Sept. 2015

Director, ECONTEXT, INC. (current position)

Sept. 2015

Representative Director, Executive Officer and President,
VeriTrans Inc. (now DG Financial Technology, Inc.) (current
position)

Sept. 2016

Senior Corporate Officer, the Company

Oct. 2016

Director and COO, ANA Digital Gate, Inc. (current position)

Oct. 2018

Director, SCORE.Co., Ltd. (current position)

Jan. 2019

Director, TD Payment Corporation (current position)

Apr. 2020

Senior Corporate Officer and in charge of the Financial
Technologies Segment, the Company

June 2020

Director, Senior Executive Officer, in charge of the Financial
Technology Segment, the Company (current position)

Reason for the nomination as candidate for Director
Hiroshi Shino has been engaged in the online payment business since its early days. He has also contributed tobusiness growth, principally as Representative Director of VeriTrans Inc. (now DG Financial Technology,Inc.) and Director of ECONTEXT, INC., engaging in financial technology businesses, by leveraging his pastexperience since he joined the Group. The Company therefore believes that he will continuously contribute to
the appropriate supervision of its business operations, promoting the financial technology business, andimproving value of the Company over the medium- to long-term. Accordingly, the Company nominated him
as a candidate for Director.

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Candidate
No.

7

Name (Date of birth)

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1994

Representative Director, Ecosys Ltd.

Aug. 1995

Founded the Company
Representative Director, the Company

June 1999

Director, the Company

June 1999

Director and Chairman, Infoseek Corporation

Dec. 1999

Representative Director and President, Neoteny Co., Ltd.

Sept. 2000

Representative Director, Cura Co., Ltd.

June 2002

Director, PIA Corporation

Joichi Ito(June 19, 1966)

Dec. 2004

Adviser, the Company

Jan. 2005

Director, Technorati Japan, Inc.

Number of the Company’s
Shares Owned:
20,000 sharesNov. 2005

Director, Mozilla Japan, a Middle-natured Corporation with
the Limited Liability

Aug. 2006

Director, BI. Garage, Inc.

Sept. 2006

Director, the Company (current position)

June 2009

Outside Director, Culture Convenience Club Co., Ltd.

Apr. 2011

Director, Massachusetts Institute of Technology (MIT) MediaLab

July 2011

Director, Digital Garage US, Inc.

June 2012

Board Member, The New York Times Company

June 2013

Director, Sony Corporation (now Sony Group Corporation)

May 2015

Board Member, Chairman, PureTech Health plc

Reelection

Reason for the nomination as candidate for Director
Joichi Ito has been engaged in a number of Internet businesses, leading penetration of Internet in Japan andco-founding the Company. He has also contributed to business expansion of the Group by leveraging his
broad experience in Internet company management and engagement as venture capitalist. The Company
therefore expects him to continue appropriately overseeing business operation of the Company and driving its
medium- to long-term growth strategy, and nominated him as a candidate for Director.
Oct. 2002
Emi Omura(September 2, 1976)

8
Reelection
OutsideIndependent

Number of the Company’s
Shares Owned:- shares

Admitted to practice law in Japan (Tokyo Bar Association)

July 2008

Partner, Athena Law Office

Sept. 2010

Associate Expert, International Labour Office in Geneva, theInternational Labour Organization (ILO)

Jan. 2014

Director, the Office of International Affairs, Japan Federationof Bar Associations

Sept. 2014

Outside Director, the Company (current position)

June 2019

Counsel, Kamiyacho International Law Office

Apr. 2021

Counsel, CLS HIBIYA TOKYO LAW OFFICE (current
position)

Reason for the nomination as candidate for Outside Director and summary of her expected role
Although Emi Omura has not been involved in corporate management other than having served as an outside
officer, she has experience in global work environment through her post at an international institution in
addition to her wealth of experience and expertise as attorney-at-law. As Outside Director of the Company,
she has provided us with valuable opinions and suggestions concerning business management of the Company
from a broader perspective. The Company therefore expects her to continue contributing to appropriate
oversight of business operation of the Company, and nominated her as a candidate for Outside Director who is
not an Audit and Supervisory Committee Member.

*1 Candidate for Director Kaoru Hayashi serves concurrently as Representative Director, Chairman and
CEO of BI. Garage, Inc., which is a subsidiary of the Company. The Company has a business relationshipwith BI. Garage, Inc. concerning (i) outsourcing service for administrative work of BI. Garage, Inc., (ii)
office leasing, (iii) office equipment leasing at BI. Garage, Inc., (iv) secondment of the Company’s
employees to BI. Garage, Inc., (v) business transactions.
Kaoru Hayashi also serves concurrently as Chairman CEO of DG Communications Co., Ltd., which is a
subsidiary of the Company. The Company has a business relationship with DG Communications Co.,
Ltd. concerning (i) outsourcing service for administrative work of DG Communications Co., Ltd., (ii)12

office leasing, (iii) office equipment leasing at DG Communications Co., Ltd., (iv) secondment of theCompany’s employees to DG Communications Co., Ltd., (v) business transactions.
*2 Candidate for Director Keizo Odori serves concurrently as Representative Director and President of DK
Gate, Inc., which is a subsidiary of the Company. The Company has a business relationship with DK
Gate, Inc. concerning (i) outsourcing service for administrative work of DK Gate, Inc., (ii) secondmentof the Company’s employees to DK Gate, Inc.
*3 Candidate for Director Masashi Tanaka serves concurrently as Representative Director of DG
Technologies, Inc., which is a subsidiary of the Company. The Company has a business relationship with
DG Technologies, Inc. concerning (i) outsourcing service for administrative work of DG Technologies,
Inc., and (ii) lending of funds from the Company to DG Technologies, Inc.
*4 Candidate for Director Masahito Okuma serves concurrently as President and CEO of Crypto Garage,
Inc., which is a subsidiary of the Company. The Company has a business relationship with Crypto Garage,
Inc. concerning (i) outsourcing service for administrative work of Crypto Garage, Inc., (ii) office leasing,(iii) office equipment leasing at Crypto Garage, Inc., (iv) secondment of the Company’s employees to
Crypto Garage, Inc.
Masahito Okuma also serves concurrently as Representative Director of DG Daiwa Ventures, Inc., which
is an equity-method affiliate of the Company. The Company has a business relationship with DG Daiwa
Ventures, Inc. concerning (i) outsourcing service for administrative work of DG Daiwa Ventures, Inc.,(ii) office leasing, (iii) office equipment leasing at DG Daiwa Ventures, Inc., (iv) secondment of theCompany’s employees to DG Daiwa Ventures, Inc.
*5 There is no special interest between any other candidates for Directors and the Company.
*6 Candidate for Director Emi Omura is a candidate for Outside Director. At the conclusion of this meeting,her tenure as Outside Director of the Company will have been six years and nine months.
*7 It is prescribed in the Articles of Incorporation of the Company in effect that the Company may enter into
an agreement with Directors (excluding Executive Directors, etc.) to limit their liability for damages to
the Company in an effort to attract competent individuals to the said posts.
The Company has entered into the said agreement with Emi Omura to limit her liability for damages. If
the Proposal No. 2 is approved, the Company plans to renew the agreement with her.
The details of the agreement are as follows:• The Director shall be liable to the Company for damages caused by neglect of his or her duties, under
Article 423, paragraph 1 of the Companies Act, up to the minimum amount prescribed in Article 425,
paragraph 1 of the same Act.
• The limitation of the liability above shall apply only when the Director acted in good faith and withoutgross negligence in performing the duties giving rise to said liabilities.
*8 The Company has entered into a directors and officers liability insurance policy as provided for in Article
430-3, paragraph 1 of the Companies Act with an insurance company, thereby covering losses and costs
incurred by Directors in cases where they are liable for damages arising from their performance of duties(unless a coverage exclusion in the insurance policy is applied). The full amount of the insurance
premiums of the insureds is borne by the Company. Each of the Director candidates is already an insured
under this policy, and if their election is approved and adopted, each of the Director candidates will bemade an insured. The policy is scheduled for renewal in November 2021.
*9 The Company has designated a candidate for Director Emi Omura as an independent officer inaccordance with the regulations of Tokyo Stock Exchange Inc. and notified therein. If she is reelected,
the Company plans to continue her independent officer designation.

13

(Reference) Composition of the Board of Directors
Assuming Proposal No. 2 is approved without changes, the composition of the Company’s Board of Directors
will be as follows.

Number of People
Director(excluding Audit andSupervisory Committee
Member)Director(Audit and Supervisory
Committee Member)
Total

Outside Director

Independent Officer

Proportion of
Independent Officer

8

1

1

12.5%

5

4

4

80.0%

13

5

5

38.5%

As shown above, five of the 13 members of the Board of Directors will be Outside Directors, accounting for
more than one third of the total. The all five Outside Directors will be independent officers. The Company
believes this structure will result in highly effective oversight within the Board of Directors.

End

14